iHate Being Ticklish
by Phantomehlien
Summary: Sam Puckett had been born too damn ticklish. Freddie Benson finds a way to work around that little problem.
1. Chapter 1

iHate Being Ticklish

**Disclaimer:** This story is based on characters and situations created and owned by Nickelodeon. No money is being made and no copyright or trademark infringement is intended.

* * *

Sam Puckett had been born too damned ticklish.

It had been very cute when she was still a baby, of course. A total stranger could simply run a gentle finger over the bare skin of her knee or shoulder, and she would crinkle up her green eyes in a toothless smile and emit shriek of laughter.

Such acute ticklishness in a three-year-old was adorable. In a seventeen-year-old, it borders on ridiculous.

Sam stands before a full length mirror in her room and survey's her reflection. She's stunning. She knows she's stunning. And she knows that nearly the entire male population of Roosevelt High thinks so as well.

'_Pathetic, but funny,'_ she thinks as she took of her shirt, leaving her standing in plaid shorts and a pale green bra. She sighs.

She turns to the side, examining herself in profile. Her frame is not perfectly proportioned, though she knows that is to her advantage. Her build is short, but it offsets her pale, shapely legs, giving them the appearance of added length. Her chest is…perky, and is made noticeably more so by her unusually narrow ribcage and shoulders.

"I could handle that perkiness all the time," she says to herself with a wry grin, remembering the low whispers and overheard fragments of rumors that always eventually passed to her ears. Normally any girl would hate being sneered it out in a creepy way like this.

But Sam doesn't mind at all. If anything, she enjoys it, enjoys knowing that she is helplessly desirable, and enjoys the fact that she could, in all likelihood, have her way with anyone she chose.

Which is why she _hates_ being a virgin.

Sam craves sex, craves the abstract palate of sensations she has conjured in her mind but has never actually experienced. Wonders if the shadowy mysteries of the night and unspoken secrets of the bedroom are anything like what she's read about in the magazines she's stolen from iCarly. Wonders what it would feel like to be subject to a man's caresses, licks, nibbles, and to be suddenly penetrated in a wild rush of indescribable pleasure.

Wonders what it would feel like to have a man touch her and to keep her absurd giggling to herself…not that she ever would be still it'd be nice.

* * *

Before she came to high school, Sam met Dustin, her first sexually active boyfriend. He was a nice guy hard to admit that she actually went out with the guy, and she doesn't remember much about him now, other than that he had a dimple in his left cheek. They used to hold hands as they walked around, and he would sometimes muster up the courage to kiss her innocently on the lips. Once or twice, he shyly held her face in his hands and slid his tongue against hers. She thought it was nice, though a bit strange. Being acutely sensitive to tactile sensations, Sam found herself contemplating the foreign wetness of another's tongue in her own mouth, and felt its multiple bumps and grooves. It wasn't an especially exciting thing, kissing Dustin, but she had found it to be very educational.

That was also the summer she had discovered Carly's "library." Carly said she had only been reading those magazines because she was interested in the fashion parts and made her swore not to tell Spencer. The Cosmopolitan magazine was one of the first things that Sam picked up, and seeing as once she did so, she began to read and did not stop, still really hard for her to believe, until she was through; it was the last thing she picked up as well.

Sam had at some point or other felt ticklish on nearly every part of he body, but as she continued to read the provocative words, the faint and almost imperceptible prickling between her thighs brought an entirely new rush of sensations. She had felt warm, and as she began to take more notice of the dull, hot pulse and faint wetness in her underwear she became confused, but she knew that she had to learn more about this.

At the end of August, she leaned into one of Dustin's inexpert kisses a bit more usual and guided one of his hands beneath the cotton fabric of her T-shirt. As soon as his index finger grazed the bare flesh of her back, she inadvertently let out a snort. Followed by a low giggle. Dustin hastily pulled his hand back; insulted that she would laugh at his feeble attempt toward physical contact. Sam's mouth gaped open, unsure of what to say.

Was she supposed to apologize for being overly ticklish?

Dustin left for California some days later to go to some academy, and the two never spoke again.

* * *

Determined to test the boundaries of her tactile sensitivity, she made a promise, and this would be the year to do it. She desperately, even obsessively, wanted to stimulate those sensations, and she wanted a boy to help her do it.

Still adjusting to her newfound resolutions, Sam was initially shy around those boys she deemed fit for her. She went on a blind date that Carly had fixed for her, and there may have been some mild kissing, but nothing so memorable.

But the reticence faded, and Sam quickly learned the tricks of the trade of flirtations. It also didn't hurt that over a span of about three months; Sam had felt her bra getting tighter by the month. By February, she had perfected the technique of _just_ the right amount of cleavage to reveal the slightest hint of what lay beneath her V-neck shirt—just add a slow smile and flicker of her eyes to suggest a sweet, secret promise of things to come.

By April, Sam was already deep in her experimentation. She didn't have to work nearly as hard anymore to attract her lab rats; she was a piper, and they flocked to her in near desperation. Eventually she had learned to ignore the minor details of a kiss—like the weird pattern of taste buds or a single drop of spit in the corner of a mouth and she instead began to experience the bigger and better picture. Her lips and tongue became autonomous experts, absorbing the pure pleasure of their actions by sending her brain only the sensations of slick and soft.

More than once a boy tried to feel her up, and she usually allowed it. She would passively permit a hand to cup her or stroke her through her clothing, but once a finger would venture beneath the hem of her shorts, or the fabric of her shirt, and once that finger would make contact with her bare skin, she would start to giggle uncontrollably to the point where neither she nor the boy were enjoying themselves in the slightest and all she could thing about was getting that guy off her so she could shut up dammit. Generally speaking, the guy in question would be generously understanding about Sam's ticklishness—obviously, since her surprising outburst was then in no way _his_ fault, and he would never tell because who would ever admit to _not _fuckingSam Puckett—but seeing as the circumstances were unavoidable, and seeing as said circumstances were less than pleasurable for both parties involved, Sam was not known for her lasting relationships.

Looking back, Sam thinks it probably would have been smarter for her seventeen-year-old self to just give up already, because the very body that craved erotic stimulation betrayed her every time she came nearer to having it. But maybe some indefinable impulse within that seventeen-year-old self was searching for something. Or searching for someone. Because maybe out there, there would be some guy who'd take her breath away so completely that she would have no air left in her for laughter.

And search she did.

* * *

Sam tears her eyes away from her pleasing reflection, picks her shirt up from the floor and puts it on quickly. As she finishes getting dressed, she contemplates her several years of experimentation. Now that she thinks about it, she is probably considered by many to be something of a bitch. Not that she minds. A small quirk graces her lips. Maybe she even enjoys it, this hypnotic power over men and this surge of superiority over women.

Not that it's done her all that much good. In her many unsuccessful attempts at physical satisfaction, Sam has learned that her tactile threshold is crossed with foreign contact anywhere above her knees and below the hollow of her throat. Lucky her, she can do anything with or have anything done to the lower half of her legs and the entire breadth of her arms, but there's a limit to how much fun she can get of that.

Yes, her situation is both really funny and tragic. Funny, because she is allowed an aura of experience and a reputation for seduction, while, in reality, she has earned neither.

Joke's on them.

Tragic, because she wants to have a man hot and throbbing inside of her, but she can't even bear to have someone touch her stomach, let alone a couple of inches lower.

Joke's on her.

She swings he bag over her shoulder and heads to school, where she knows her first class she'll be sitting next to Freddie Benson, Fredweird.

Freddie had begun to express an interest in Sam in freshman year. Or rather, he hadn't actually _expressed_ anything verbally so much as visually. More than once, she had caught him staring at her chest or tracing the length of her legs.

Considering this was Freddie, she would have followed the usual course of action; chastise and further antagonize him about how he will never get a girl to love him…in other words she would lie.

Lie through her teeth.

Yes, she has to admit it but Freddie Benson had always been boyishly handsome, and yes, Freddie Benson's body appeared to be very nicely sculpted underneath his lone sleeve polo-shirts, and contrary to what she has always said that he would never find a girl to love him she's heard rumors to him having had _actual_ experience.

But this was _Fredweird_. Nerdy, nubby, impossible, incorrigible Benson. She might have been desperate, but she does have some standards.

She finds her seat in Mrs. Parsons American History classroom and starts to straighten out her books, when she feels the familiar prickling feelings that she's being watched from the left. She smiles to herself as she casually lets her pen fall next to the desk. She flips her long wavy hair behind her back and leans forward, aware that the collar of her shirt is conveniently lower than it should be and that as she goes down lower, her shorts ride up ever so slightly.

She keeps her head bowed and her eyes low, and as she slowly raises herself up, she gently lefts her lashes to reveal her famously blue eyes. A wave of heat pulsates through her body as she realizes that she's just met the enraptured gaze of Freddie Benson.

Her instinct should be to growl and turn the other way. She would feign outrage or make a snap like _"what are you looking at, nub?"_

She should do what she usually does.

But she doesn't.

She _can't_, because Freddie's eyes are locked on hers and she can't possibly conceive of tearing them away. They're dark brown, and there's darkness and a _hunger_ to them that brings a rush of heat between her legs and makes her cheeks burn. And at this moment, she knows without a doubt that if he would ask to have his way with her, she would topple into his arms without missing a beat and let him ravish her over and over, who cares if she's ticklish.

At the front of the classroom, Mrs. Parsons begins her lesson, and Sam knows that sometime soon she's going to have to tear her eyes away from Freddie's. He starts to turn to the front of the room, but then gives her one last, lingering, searing stare, laced through with a message that pierced her with desire.

_I want you._

* * *

Sam isn't sure what's worse: having to deal with someone staring at you, or pathetically wanting someone to stare at you in the most obscene way possible every second of the day.

Definitely the latter, she concludes.

There use to be a game they played, she would constantly berate him to distress him about his love life and he would do the same to hers. She was the hunter, and he was her prey. But the game has changed.

Freddie plays by a new method. He never speaks to her, never acknowledges her presence.

Except when he _does_.

She'll be sitting in class, sleeping _(or at least trying to)_ in the library, walking in the halls, and she'll feel his eyes burning into the back of her head. Those sultry, smoldering eyes that never blink and never waver. Those eyes that drive her insane.

Benson was the hunter now, but he took a different approach, he decided to wait.

And watch.

And tempt his prey to come closer.

And _fucking_ hell, its working. Sam finds herself going out of her way to pass by Freddie's Wi-Fi hotspots in school. Carly has no idea what she does during lunch, Sam looks over at him with her most seductive expressions. She yearns to make him cast one of his _looks_, but she can never successfully will them to exist. They only come when she least expects them.

She knows she's becoming obsessive. Over _Fredweird_. Freddie and his fucking gorgeous eyes.

_I want you_, they say.

She lies awake in her futon at night with a reel of images flickering in her mind. Benson with his lips on her neck. Benson cupping her breast. Freddie running his hands all over her body as he licks between her legs.

No man has ever really touched her, yet when she runs her own hands over her most sensitive regions, it's really Fredward's fingers, Benson's lips, Freddie's tongue…

_I want you._

She starts to watch him when she thinks he's not looking. Notices the way his right eyebrow darts up when he's concentrating. Notices that he always eats his vegetables first, _figures he is a momma's boy after all_, and then eats his meat, finally washes it down with a long swig of Peppy Cola. Notices that he prefers long-sleeved button-up shirts to short-sleeve polo's, green grapes to purple, and Chucks to Adidas.

She steadily memorizes his every facial expression, and learns the different tones of voice he uses with different people. She knows when he is being himself, and when he's not.

_I want you._

It's been weeks and the only communication they have had has been through iCarly rehearsals, and discussing new ideas or segments. But they were never alone, Carly was always there.

Sam feels the friction augment the longer they are in a room with one another. She tries to stare him down, and he deliberately looks the other way. She knows he's aware of her presence, sees the way he tenses when she moves and the way his breath hitches ever so slightly when she speaks.

She cannot be touched, and so she fantasizes about the mysteries of sexual contact. She cannot have Fredward Benson, and so she fantasizes about sexual contact with him.

The new game is taunting, erotic, and unbearable.

And, she resolves, it has to stop.


	2. Chapter 2

Chapter 2

**Disclaimer:** This story is based on characters and situations created and owned by Nickelodeon. No money is being made and no copyright or trademark infringement is intended.

* * *

The next day Sam has Chemistry with Freddie. She knows that this will be the day she breaks the silence, the day the prey gives in to the hunter. The entire class she feels him smoldering across the room. She absently sucks on her pen, strokes a single strand of her wavy hair, makes lazy circles with her finger just above the knee. She knows he's watching, and wants to be sure he knows it's for him.

As the class draws to a close and she slowly puts away her textbook, she didn't even get to sleep on it like she usually does; she sees out of the corner of her eye that Benson's making his way toward her. She refuses to look up, instead making an attempt to gather all of her belongings. As he passes by her, something falls to her feet. A lead-pencil. He kneels next to her, eye-level with her hip, and picks up the pen with slim, long fingers. As he rises, the edge of his shirt brushes the hairs on her arm. He leans it, and she can feel his warm breath against her cheek.

Usually she would slap him or make a snide remark, but no, she just lays still.

"Rumor has it you're ticklish, Puckett," he whispers into her ear, his voice low and smooth.

She is unprepared for the onslaught of heat that shoots down her torso. She grips her backpack.

"Yeah," a shaky voice answers. "Yeah, I am."

He inhales her mass of wavy blond hair. "Hmm." Hot air vibrates just at her ear. "That's _very_ interesting."

Sam closes her eyes, and by the time she opens them, he has disappeared. Reality sets back in and she exhales sharply.

She stomps off to the girl's bathroom. It wasn't suppose to be like that! She meant to say _'maybe'_. But _ugh!_ He must have known that she was finally giving in, and he _had_ to be the one to initiate, _had_ to be the one to take control, she was suppose to take control not him.

Since when is he so fucking _hot_?

The girl staring back in the mirror over the sink is paler than usual, eyes large and dark, dominating her face. Sam splashes cold water on her cheeks and wills herself to composure.

The next move would have to be hers. She wants him. Headily and greedily and lustfully, she wants him. And she's freaking well going to have him, forget being ticklish.

* * *

There are a few minutes left until dinner at the Shay's as usual, but Sam doesn't feel remotely hungry. Instead of heading to Carly's apartment, she paces in the empty AV room, furiously biting her nails.

She knew Freddie would be here soon, he usually stopped by to edit some iCarly footage that couldn't be edited on his computer. She contemplated how to do it? How to explain to him how much she wanted him. Boys usually flocked to her. Never before did she have to actively ensnare. And besides, this is no ordinary boy. Not a boy at all, in fact. This is _Fredward_ _Benson_.

How had she let herself get into this situation? Virgin Samantha Puckett, never been touched, madly in lust with that nerdy, somehow smooth-talking Fredweird with the ridiculously unruly hair and the sculpted torso and that pair of intense dark chocolate eyes—

Mama loves _those eyes_.

Those eyes are blinking back at her. Freddie Benson is standing in the doorway with his mouth gaping open, and his fucking beautiful eyes are wide in surprise.

"Sorry, thought I forgot something," he stammers.

"I'll just…"

Sam doesn't know how to rationally respond. So she just lets her instincts guide her.

And she pounces.

Within milliseconds, she has pulled his head down to her mouth and one hand tightly grips his shirt. She feels his quickening heartbeat beneath her palm, feels an increasing awareness of the hard heat emitting from his body.

She devours him, tugging at his lips with all the need and hunger that has been building up inside for what seems like forever. His breath is warm and tastes vaguely like cherry candy, and his lips full and _definitely_ delicious. She doesn't give him a chance to respond because she's nipping too quickly, and her head is swimming from a lack of oxygen.

Her mouth releases his for a quick intake of breath, and her eyes shoot open to meet The Stare. Boring into her face, unflinching. He breathes heavily and the swirls of chocolate in his eyes are hypnotic.

_I want you._

There is barely a pause. With startling fluidity, he kicks the door shut, pins her against it, and plunders her mouth with his tongue.

And oh, she feels every groove, ever nook and cranny of his mouth, and the minute details of his teeth and tongue and lips only heighten the intensity of sensation because she's not only experiencing a kiss but experiencing _him_, and it's the best thing she's ever felt in her whole goddamned life and he hasn't even _touched_ her yet, but she knows he will, and when did he put her on a desk and take off her shoes and oh _wow_, he's playing with her toes…

Freddie—she's calling him Freddie now—releases her mouth to leave a hot, wet trail along her jawline, one hand ravishing her hair and the other slowly tracing looping patterns up her calves. She wraps her legs around him, pulling him to her, reveling in the sensation of his arousal pressed against hers. He grunts and slides his tongue to her neck, sucking her skin through his teeth. She lets out a small moan as the wet path meets the cool, open air, and she fumbles with his shirt, desperate for the touch of his skin.

She is distracted—a chilly wetness on her neck, the heat from his back against her palm, the force of him through the layers of clothing—and she doesn't notice at all when Freddie takes out a water bottle to put the water on his hands and slides her short down to her ankles.

Shocking coldness on her thigh. Her eyes shoot open, and she sees Freddie's right hand glistening and dripping with water, making a wet imprint on the skin just above her knee.

Freddie Benson has his hand above her knee.

_Touching her bare skin._

And laughter is the furthest thing from her mind.

She gasps at the thrilling, foreign sensation and pants out the first words she has said to him all this time.

"Freddie…You're—touching me…" His hand rises an inch or two higher and he picks his lip up off her collarbone for an instant.

"Huh. Yeah, I am…water…" the fingers find their way to the inside of her leg, and another soaking hand fumbles with her shirt.

Fingernails lightly trace her inner thigh, and she moans incoherently, "I never…touched…ticklish…" Her eyelashes flutter and she shakily runs her hands over the hard flesh of his abdomen.

A lick behind her ear. "Have a baby cousin…" A suck on her lobe. "Same thing…" A moistened hand sliding up to her hip.

"Can't touch…without laughing…" A cold finger on her waist.

"But in freezing water…" A breath on her neck. "Not a problem…"

His left hand steadily creeps up underneath her shirt, her breathing quickens and she strokes the silky, hot skin of his lip.

"You're telling me," she rasps between feathery gasps, "that you're comparing me—to giving your--baby cousin—a bath…?"

The tongue on her neck moves away, and when she whimpers in agony, her knee bends of its own accord and his moist hand slides down to the front of her panties, already soaked through with a different sort of wetness. His other hand is moving around to her front and upwards, and she feels his breath in her ear as he murmurs, "I want you, Sam, and I want to _scrub_ _you_ _clean_."

The words shock her like a jolt of electricity and she convulsively bucks toward him as a rush of liquid meets his fingers through the thin layer of fabric. Her mind goes numb and she is only aware of his fingers pressing against her panties, the hard bulge against her hipbone. She drives her hand farther up his shirt and runs a nipple between her fingers, thrusts her tongue into his mouth.

It is a battle for dominance now, with their tongues and teeth nipping and sucking, and their hands roaming and pinching. She is vaguely aware that someone could come in and Freddie has moved both hands under her shirt, touching her breasts through her bra, massaging her right with one hand, tracing the outline of the rock-hard left nipple with two fingers of the other.

She slips her hands under the waistband of his pants and stokes the clenched muscles beneath his boxers. His breath hitches and she pulls him upward, forcing the bulge in his trousers to the heat between her legs. He thrusts instinctively and oh _my god_, he's replaced one of his hands with his mouth, and the only thing separating her nipple from his tongue is a layer of heavy and damp green lace.

One hand pulls out of his pants and clutches, presses, his head to her chest, as she whimpers, _please, Freddie, please_.

Her words make him buck again but when her fingers flutter to the zipper of his pants, he grabs her hands and holds them still, his body frozen and alert.

They're both panting, and Sam stares down at the head of her chest as she feels his ragged breaths on her stomach.

"No," he says quietly. He picks up his head and stares into her face, eyes all swirly and lustful, takes a few steps back to distance himself from her.

"Why not?" she asks in a voice she nearly doesn't recognize as her own. When had she ever sounded so husky and innocent at the same time?

When his eyes graze over her current position and his Adam's apple bobs heavily, she imagines how she must appear to him. Elbows supporting her as she leans back, chest thrust forward. The center portion of her bra meeting the open air in the gap in her cleavage. Her shorts pooling at her ankles, and her legs glistening with water, widely splayed, dangling over the edge of the desk. Her hair must be tousled, her eyes must be dark, her breasts must be heaving, and the darkened, dampened patch in the front of her underwear must be brazenly staring him in the face.

Her lips move into a feral grin as she feels a primal satisfaction stir in her upon witnessing his obvious reaction. Yes, the tenting in his pants seems to be justified. And she knows that whatever has made Freddie suddenly pull away will seem pitifully unimportant once she wiggles _just_ _so_.

He lets out a soft moan as she feels her breasts strain against the fabric constricting them, and he starts to take a step towards her, before visibly mustering his self-control and forcing his legs to remain still. He breathes heavily. "I can't."

She frowns and feels her face fall. All those years of waiting to be touched, caressed, _fucked_, and she's finally met a man who's made her wetter than she's ever been in her life…Now he wants to _stop_?

"Fine," she says brusquely, as she jumps from the desk, grabs her stuff and carelessly throws on her shorts and socks. She could've pulled her shirt down but she's so overcome with frustration and anger and raw, unfulfilled _need_ that she can't even bother with that, and instead just puts on her shoes.

"Wait!" Freddie lets out with panic in his voice. His palm rises, fingers splayed as though to stop her.

"I didn't mean that I don't want you. God _knows_ I want you." His eyes glance briefly at the heavy swells of her breasts against the dark green lace, and then they dart up to her eyes.

"But not here, not like this. Not some quickie in a classroom against a desk."

The muscles in her shoulders relax when she sees the sudden tenderness that crosses his face. She takes a few steps forward and tentatively stokes the soft hairs at his temple.

His eyes flutter shut for a moment. "I've wanted you for years," he whispers softly, bending to murmur into her ear.

"And I want to linger over your body and savor every stroke, teasing every nerve of your skin." His tongue sweeps across the pulse at her neck, and she gasps, gripping his shirt tightly with both hands.

He breathes into her ear. "You're Sam Puckett, and I want to make you come long and hard."

She pulls him to her again and his hands are still glistening wet as they clamp onto her waist. There is barely enough time to enjoy the slickness of his tongue and the cold water seeping into her skin because he mutters in the most seductive voice she's ever heard, "Let's go."

* * *

**Author's Note:** Want more? Voice your opinion in a review. _PEACE_


	3. Chapter 3

Chapter 3

**Disclaimer:** This story is based on characters and situations created and owned by Nickelodeon. No money is being made and no copyright or trademark infringement is intended.

* * *

His eyes flutter shut for a moment. "I've wanted you for years," he whispers softly, bending to murmur into her ear.

"And I want to linger over your body and savor every stroke, teasing every nerve of your skin." His tongue sweeps across the pulse at her neck, and she gasps, gripping his shirt tightly with both hands.

He breathes into her ear. "You're Sam Puckett, and I want to make you come long and hard."

She pulls him to her again and his hands are still glistening wet as they clamp onto her waist. There is barely enough time to enjoy the slickness of his tongue and the cold water seeping into her skin because he mutters in the most seductive voice she's ever heard, "Let's go."

Within two seconds, he is both dragging and leading her out of the school and down the street. In the back of her mind, she vaguely makes out the din of people rushing past them, but her sense of hearing is overwhelmingly dwarfed by the immediacy of Freddie…

His powerful body moving quickly a few steps ahead of her, guiding her with a damp hand bound tightly to one of her own.

His heady, masculine scent wafting a few feet in front of her.

His lusty eyes and that feral, mischievous grin that occasionally peeks over his shoulder at her.

She doesn't even feel her legs moving at all, and she's rather surprised that they don't just turn to jelly right there.

She loses track of where they are, lightheaded with lust. Right, left, right, up through a fire escape…_A fire escape_…Freddie expertly navigates his way…Rhythmically pounds his feet and moves swiftly and skillfully, echoes _throbbing_ on the stairs…

_Fuck_, she's wet…

"We're here." She hears him pant as they stop in front of a window she knew very well. The iCarly studio; a dim light from the window fills the room.

At the center was the carpet and a couple of bean bags. The place where they fight constantly, the place were they first found their feelings for one another. This place…is…fucking _perfect_…

She suspects that Carly was mostly likely out with Spencer somewhere, due to it being unusually quiet downstairs.

And the idea of Freddie's hands roaming her flesh as she stands on untouched, virgin medieval stone sends a shiver through her body.

The lust courses through her and she must resist jumping him against the wall. She remembers his sweet, sweet promise…_I want to make you come along and hard_…

She resumes the role of prey, and as she catches his gaze, she silently lets him know that she hereby relinquishes all power to the hunter, that he can do anything to her that he pleases, that this tacit submission is what now makes her loins throb with anticipation.

He takes a step towards her and brushes a stray lock off of her cheek. She closes her eyes and can faintly smell cherries on his breath.

"Sam," he whispers softly, as his head descends to hers.

The kisses in the AV room had been frantic, wild. Now Freddie chastely caresses her lips with his own, and she can meticulously memorize the texture of his mouth, the hard lines of his waist where she clutches him with one hand, the silky strands of dark brown hair in her other. He holds her gently at the waist, heating her skin through her thin shirt.

His lips slide to her jaw, her chin, her neck, and she tilts back her head, eager for his tongue to touch every bit of available skin. A small moan escapes her, and she realizes that her hands have been roaming of their own accord, fingers making small circles on his back, lightly brushing at the hem of his polo shirt.

The two of them go slowly. A bit _too_ slowly, Sam thinks. She remembers the feeling of Freddie's still moist hands erotically caressing her thighs and the tops of her breasts, but right now his hands are staying put at her waist, dry, and gentle. He's being so gentleman-like it's maddening.

She wants to be _touched_, dammit.

But even as these thoughts flit through her mind, her hand moves up to Freddie's chest, and she feels the warm pulse of his quickening heartbeat beneath her palm.

Freddie's heartbeat…

Freddie Benson's raw, _animalistic_, freaking perfect heartbeat.

She had wanted him to ravage her, take her completely, and use her for his every sexual whim. And now, as he lightly begins to nibble at her collarbone, she knows that she wants to ravage him just as much, to taste him and devour him and imbibe him whole.

A hand snakes up his polo-shirt and rests lightly on the left side of his chest. He lets out a sharp gasp against her throat and she grins in satisfaction.

_The tide has turned…_

She pulls his face up to hers, swiftly removes his polo shirt, only leaving him in his single white undershirt. His eyes widen and he shudders slightly as a new sensation washes over him, and then he gasps when Sam sticks out her tongue and slowly sweeps it up his neck.

"What was that?" he breathes out harshly.

"Never thought I could do that, did you Benson?" she murmurs in between nibbles.

"Now I'm in control…_every inch_…_of you_…"

Her fingers brush against his nipple and he arches into her. "_Sam_…"

She slips her other hand beneath the hem of his white undershirt and traces lazy circles along his hard abdomen. His muscles clench, and he lets out a low moan.

"And you know what isn't fair?" she whispers into his ear, purposely tickling him with her breath.

"In that classroom, in here…" She lightly nips at his earlobe with her teeth. "You were wearing clothes…"

And just like that, she and Freddie yank his undershirt over his head.

Her fingers and mouth wander and stroke at random. Hands explore his waist, his shoulders, his powerful arms, and her tongue travels aimlessly, dips into his navel and out, creates erratic webs of sweat across his skin.

Since when does he have muscles…she ponders.

His muscles are long, hard, and lean, and as her eyes gaze over his shoulders, she realizes how surprisingly narrow they are. Sam has always been attracted to hulking men with figures that look as though they could swallow her up whole.

But Freddie's build is perfect in its own way, she realizes, because the grip of his large calloused hands at her waist is firm, the muscles of his stomach clench with every caress of her fingers, and the taste of his skin is salty and tangy, and it sends a rush of warmth shooting downward.

She roughly backs him up against the wall and assaults his right nipple with her tongue. He releases a low grunt and bucks against her, letting her feel the increasingly pronounced bulge against her stomach.

She grins against him as she lets her lips slide across his chest to the other nipple, where it nips teasingly, and then across his collarbone, along the length of his arm, again into his navel.

The overwhelming need for more of his skin consumes her, and his constant stream of savage groans only encourages her more…

She kicks her shoes and socks off of her legs and runs a barefoot down to his ankles, encouraging him to do the same. As she lifts her head to capture his mouth and dive her tongue inside, she lets her fingers softly trace downward to stroke the skin just above his belt.

She begins to move her fingers to the buckle when his hands abruptly leave her waist and grab hers. He slowly lifts her arms out and intertwines his fingers with hers.

"Not yet," he whispers against her lips.

"I want to see you first." She gasps as he bends his head to suck at the sensitive skin where her collarbones meet, and his tongue lightly traces a meandering path along her neck.

She clutches at his hair and feels herself melting into him. Her position of control has abruptly flown from her and returned to Freddie, leaving her once again in his complete power.

This lack of _consent_, this theft of _dominance_, this _violation_ of her will…

It turns her on even _more_…

And she knows that she only ever had power to begin with because he allowed it. She may be able to nip and lick as she likes, but she is utterly subject to him. The thought sends a fresh wave of wetness into her panties.

He kisses just at her ear and nudges her neck with his nose, lightly whispering against her skin.

"Take it off, Sam. I want to see you give yourself to me."

No disobedient thought could possibly cross her mind now. Her legs move slowly backward to bring her just beside the bean bags. Between them is a space nearly as long as the room itself, and she finds the distance satisfyingly frustrating. Her eyes lock on Freddie's as she slowly pulls the tails of her shirt over her head, and lets the garment slide noiselessly to the floor.

His eyes widen and darken as he takes in the sight of her. A smirk crosses her lips as she notices the bulge in his pants jump a bit. She proudly juts her chest out and feels the dark green lace dig into the undersides of her breast. The fabric pulls at her pebbled nipples, and the tension is just delicious…

Freddie's mouth drops open and his eyes seem to slide out of focus as he watches her flesh against the lace. Then he blinks and directs his gaze downward.

"Your shorts, Sam," he speaks in low, rolling tones.

"Take off your shorts."

She bites the corner of her lip and slowly brings down the zipper. Instead of letting it slip off on its own, she bends over; sliding lower and lower along with the garment, letting her breasts gently undulate beneath her.

Where is this wantonness coming from?

She yields to the impulse to obey, but some carnal force heating her insides makes her want to do so as seductively and as tantalizingly as possible. Her eyes have never left his face, and she sees his Adam's apple bob as he takes in several large gulps of self-control.

She rises slowly, straightening her long legs and stepping out of her shorts. Her feet stand firmly apart from one another and her shoulders pull back. Freddie lets out a strangled sort of moan as his eyes catch the large, slightly darkened patch in the center of her dark green panties.

"More," he rasps, and his voice is so soft, she almost has to read his lips.

Without hesitation, she reaches around and snaps open the clasp of her bra before flinging it to the side. She feels the weight of her breasts drop as they are released, free in all their glory.

And then, before she has time to gauge his reaction, Freddie crosses the room in three broad steps and fastens his lips to her left nipple.

Snakes of fire course through every nerve, and she has to remind herself to breathe. In the heat of the moment, Freddie had forgotten to put more water on his hands and his bare hands are roaming along her naked thighs and hips, his bare tongue is laving her naked nipples.

Sounds escape her lips, but instead of giggles they are _moans_, moans of pleasure and desire that come out in low erotic tones, and as she presses his head harder to her chest and arches into his mouth she thinks that this is _it_, this is the _one_, because pleasure like this can only come once in a lifetime.

His lips crash onto hers and pries them open with his tongue as his hands move up to the perky breasts so recently abandoned by his mouth. He rubs, swirls the sensitive tips, and gently massages the mounds of flesh, letting them ripple between his fingers, experimenting with their weight. Her mind tries to process the unfamiliar contact but she couldn't possibly be analytical now.

Heat is all she feels: his heat searing into her, her own radiating back into him.

She pants against his mouth and unsuccessfully tugs at his belt buckle, needing more raw _heat_, knowing that what waits for her in his pants may very well sear her skin.

Without moving that delicious mouth from hers, he moves his hands behind her and places them at the very tops of her thighs, right at the edge of her lacy underwear. Effortlessly, he lifts her up and sets her down on the bean bags, leaning her into the cushions.

He pulls his head back and she sees his lashes lift. The eyes are darker than she's ever seen them before, and they nearly drip with want. Her breathing is short and shallow, and she feels a thin layer of sweat against the leather of the bean bag. Never tearing his eyes from her face, his fingers fly to the buckle at his hips and pull out the belt in one single tug. He roughly pushes down his pants and then crouches on top of her, knees bent, a certain organ barely pressing against her thigh.

All that separates them is two thin scraps of fabric.

A wicked grin crosses his face and he plunges his tongue into her navel. _Fuck yes_, what a tongue…The way it dips and swirls and oh _my god_, he's heading there…

But no, he teases her mercilessly and skips down below the lace, placing hot open-mouthed kisses along her trembling thighs, ever so slowly easing his way up toward what she so hopes is his final destination but never quite making it…

Her legs open wider of their own accord and she grips his hair, trying to force his head upwards to relieve the aching and throbbing beneath that freaking piece of fabric. She bucks her hips in frustration, and looks at him in wild, frantic desperation when he picks his head up completely and moves it close to her face, in the precisely wrong direction.

"I think," he whispers into her ear, "you need a lesson in patience." He lightly grazes a nipple with his teeth.

"I've waited this long, Sam, and now I'm going to _milk_ _every_…_single_…_second_…" He punctuates each word with a long, drawn-out suck on her breast, and then moves on to the other one. She doesn't know where her hands should go, and they dart out at random, touching every spot of his skin that she can reach.

And then—"Oh, _fuck_…" There's a finger pressing against her panties, and it's tracing the outline of her lower lips through the fabric. His mouth is doing things to her neck and a finger finds its way under her panties and slips inside her.

And _oh_, there are hot, white lights dancing in front of her eyes because Freddie fucking Benson is touching her where no one has ever touched her. His thumb finds that aching bundle of nerves and circles it with a painfully, torturously slow rhythm. Her hips start moving against his fingers, and her thighs spread further apart, allowing him to dip inside her even more deeply.

Abruptly, his ministrations stop, and her eyes fly open, desperate to know how he could possibly bring her pleasure to stop this way. And then she looks at his face, and sees the questioning, confused, slightly curious look about him, and he lightly dips into her once.

That's it then. He's felt that treacherous membrane. Knows that she's untouched…

An uncomfortable heat settles in her cheeks and she prays to God and whatever angelic souls have any chance of existing that he won't care if she's inexperienced, won't care that the rumors were all a lie, won't care that she's been misleading them and goddamn them all. She lets out a long breath, and nods once in acknowledgement.

The corners of his lips turn up ever so slightly, his nostrils flare, and his eyebrows dip low in the center, accentuating the fierce emotion beaming out from those amazing dark brown eyes.

Triumph.

He adds a second finger inside her and releases a low growl. Those eyes send her another piercing, tacit message.

_You're mine…_

His mouth descends, his fingers plunge, and a calloused thumb circles that inflamed nub ever so gently. A gasp escapes her, and her pelvis begins to rise and fall, moving with the thrusts of his fingers and his tongue. Knots of pleasure are flooding from her tongue and the tips of her breasts down to that surface beneath his thumb, and all of the tension is building up inside that tiny bundle of nerves and it feels so goddamned _good_, she can barely think about anything else.

All she knows is that this is _Freddie Benson_ and fingers and pumping and circling even faster and her hips and the tiny fireworks behind her eyes and bucking and increasing intensity and pleasure building up so much she knows she'll fucking _explode_!!

She climaxes with a heady groan into Freddie's neck and she feels her entire body shudder beneath him, muscles clenching around his fingers.

As she slowly regains coherent thought, she is aware that she is no longer wearing her panties and that Freddie's head has moved down to the area so recently dominated by his hand, and he is hungrily lapping up the sticky juices on the insides of her thighs and lips and _Jesus_, that's his tongue inside her.

Barely recovered from her first orgasm, Sam feels her pulse quickening once more as his tongue and fingers work in unison. She throws her head back and clutches those silky strands of dark brown hair in her fingers, forcing his face deeper into her, desperate for those chords of pleasure to race through her once more.

She comes faster this time…Faster and harder…

Even as she feels her release unfolding, Freddie continues to thrust into her with that fantastic tongue, and even though she begins to climax within seconds, she feels herself coming over and over, nearly drowning in that mouth.

He finally lifts his head, and she looks down at him between her breasts. Her chest is heaving as she tries to regain her breath, and her nipples are reaching for the ceiling, more aroused and erect than she has ever known them to be.

Those eyes glint mischievously, and his tongue darts out to catch one last drop of her release. That look is _primal_ and _dirty_, and her shoulders automatically brace themselves for the unexpected, her hands gripping the carpet on either side of her.

He slowly crawls up her body with all the litheness of a cat, letting the bare skin of his gorgeous chest graze her legs, her hips, her stomach. He opens his mouth so she can see that it is still filled with her juices, and without warning, he fastens his lips onto a nipple and coats it with her sticky fluids, smearing some onto the other nipple with the hand that only moments before had been plunging into her like there was no tomorrow.

She gasps at the contrast of her body heat to the shockingly cold air hitting the moistened tips of her breasts, and she arches her back, feeling her nipples straining to get closer to him.

That's what she wants. Closeness to him. She wants to _feel_ him the way she has never felt anyone before, and she wants to bring _him_ to the height of pleasure she has only just discovered exists.

A sudden jolt of clarity settles over her, and though she is writhing and moaning in heady tones, her aim is certain and Jesus, please let it be true.

She slides a hand down his side, feeling the silky smoothness of his ribcage, his waist. When her fingers reach the waistband of his boxers, she lightly trails them along the edge of fabric, bringing her hand between them to play with the coarse hairs trailing down.

He groans against her breast as it suddenly slams into him with what she is about to do, and her hand slips under the waistband of his boxers and wraps around him.

_Fuck_, there's that heat she'd been craving, and it's pulsing and twitching in her hand. Touch has always fascinated her, but testing her own boundaries has always distracted her from experimenting on other people. She vaguely wonders what he feels like all over, and as she clutches his hair and holds him close, she slowly moves her other hand, gliding it downward, tracing his length from base to tip.

His breath against her bare skin is coming out in short, ragged gasps, and she feels him steadily hardening and thickening in her hand.

Freddie is caught off guard, and she takes the opportunity to flip him over so that she straddles his stomach, one hand firmly pressed against his chest and the other behind her, still deep in his boxers. His eyes roll back as she puts slight pressure on one of the heavy sacs at his base.

Truth be told, she really has no idea what she's doing, but she's just so overwhelmed by curiosity, and the glazed look in his eyes is making her wet again, so she slithers down to his torso to settle on his knees.

His chin is tilted back, and his hands clutch the bean bag so tightly his knuckles have gone white. His chest rises and falls in deep, steady breaths, and she knows that he's trying to control himself, knowing what she's about to do when her fingers play like that with the waistband of his boxers.

But it isn't enough. She can feel that she's turning him on, but she needs to see it in those fucking beautiful eyes.

"Look at me," she whispers to him, and his head snaps down, eyes wide, dark, desperate.

Wild…

That's sufficient for her. She locks gaze onto his and doesn't lift it, even as she teasingly tugs his boxers down his legs and off of his ankles.

And there he is. All of him.

Her eyes run over him in fascination, and her cheeks redden as she realizes that she has every right to do so. Freddie had claimed her as soon as he placed a finger on her bare skin, and now she wants to capture _him_ and learn just what the sensation of touch can do.

She feels his body clench beneath her as she slowly lowers her head, and primeval instinct overtakes her…

Her tongue darts out to touch his tip…

He shouts her name at the brief contact, and Sam wants to see if she can make him do that again. Several times in slow succession, she swiftly meets him with her tongue, and then tries one long, sweep up his length. His pelvis bucks into her face, and she raises her eyes to see him violently clutching at the bean bag, a trickle of sweat pooling into his navel, glistening in the various dim neon lights.

She tilts her head to the side and feels her groin start to burn again. Memories assault her. It may have been minutes earlier, it may have been hours, since she felt Freddie all over, felt nothing but him and his presence in every cell of her body. She grinds against his calves for momentary relief.

He has to feel the same way because of her, needs his whole universe to narrow and funnel into the one pointed fact of her existence.

She opens her mouth up wide and encases him as far as she is able. Her hands run circles over the exposed flesh at the base and behind the sacs underneath. Bobbing her head up and down ever so slightly, she grins inwardly when she realizes the effect she is having on him.

Because something tells her it's exactly what she had been after. His pelvis is arching up to meet her, his head is thrashing from side to side, and pouring out of his mouth is the most delicious stream of incoherently mumbled syllables she's _ever_ heard.

If it's even possible, she thinks that he's lengthening in her mouth, but she doesn't want him to lose himself just yet. Not before he's had a chance to make contact with her body's deepest and most secretive parts.

She releases him with a small pop and stares at what before had been delectably large and what is now impossibly long and thick, and an angry shade of purple.

And _that_, she knows, will touch her _everywhere_.

Busy observing the effects she has reaped, she is caught completely unaware when Freddie roughly pulls her up under the arms and flips her over with a brutal kiss.

It's brutal but it's intimate and wonderful and his hands are roaming everywhere. She finds herself panting as his mouth leaves hers to slid his tongue down along her neck, her jawline, that very sensitive spot behind her ear. He whispers into it.

"I want you."

And even though she has read them in his eyes countless times before, the words are beautiful, lyrical, erotic, and hearing them voiced out loud makes her nearly choke with emotion.

She cups his face in both hands and whispers, "Then take me."

Bracing his powerful arms on either side of her, he maneuvers himself up and over her entrance. This is it, she thinks and she spreads her legs wider.

But he doesn't move at all; he is waiting for her signal. She gazes at his face and is convinced she's never seen an expression so tender and concerned.

This is _Freddie_ concerned about _her_…

She nods her head once in assent.

"I love you, Sam," he whispers, and thrusts into her.

Maybe it's the shock of his words and the lightness and warmth her tingle all over, but somewhere in her mind she realizes that she isn't experiencing the excruciating pain that generally marks a girl's first time.

All she feels is a giddy sort of happiness and the stark, reassuring knowledge that Freddie Benson is fully sheathed inside her and her hands are gripping his back and he's looking at her with that swirling, melding fusion of concern and affection she knows will be fixed in her memory for years to come. She makes a small movement with her pelvis and a searing shot of pleasure races through her as he slides along the walls of her tight passage.

It as though a sudden beam of understanding passes between them and Freddie starts to thrust forward. Then backward.

Slowly, agonizingly, he moves within her, adhering to a steady, unhurried pace to ease her body into the feel of him, but even when she feels the burning need to move faster around him and wraps her legs around his waist to pull him deeper inside her, his rhythm remains frustratingly consistent.

His lips move to her neck and his wonderful hands are entwined in her hair, and the pace of his thrusts increases by only the tiniest increment.

He's teasing her, she knows, permitting her to experience this fullness, this sense of completion, for as long as possible.

She allows herself to melt into him, letting his body take over hers as her pelvis rises and falls in time with his. Small moans escape her mouth when she feels him sinking deeper and deeper, touching spots within her she had never known existed.

His beautiful name is coming out of her mouth in short, airy breaths, and as his speed slowly and maddeningly increases, so do the snakes of pleasure that surge throughout her body.

Their breaths mingle together, pant together in escalating intensity, and she feels herself clamping around him, urging him on and making him grunt in those delicious, _animalistic_ tones.

Who could have ever described pleasure and completeness like this?

Physical euphoria pumping, pumping, pumping, through every ounce of blood, safety, and warmth and such fucking _happiness_ that should only exist in fairy tales…

Hips slap ferociously together…muscles clench…juices flow and flow…everything is on fire…and she's falling…falling…falling…

Her orgasm soars and rushes through every nerve of her body, the wind is roaring in her ears, and somehow she identifies that scream as her own, and it seems like it never ends because Freddie is still thrusting into her with that frantic pace because he wants her to _come long and hard_, and sweet Jesus, she _does_, over and over and _over_…

With a long earthy groan, he finally lets himself spill into her, and somehow, the sudden rush of his seed inside her makes her come again…

Their bodies convulse together, and for an instant, Sam's mind goes numb…

Blissfully blank…

After their shared shudders subside, Freddie lightly kisses her lips and looks at her with an expression of satisfaction that surely must mirror her own. Without disconnecting himself from her, he slides down to her side and encloses her in his arms.

Sam sighs into his warmth, and the slight fluttering of her stomach makes her eyes close and she snuggles closer. He places a kiss on the top of her head.

"Freddie?" she softly murmurs into his chest.

"Hmm?"

"What you said before—you know, before you—umm…" She takes a deep breath.

"Did you really mean that?"

The two seconds of silence that follow are almost painful with suspense. And then his hand lifts her chin so she can see his face, and those eyes are boring into hers.

"Sam, Princess Puckett," he says firmly, "I am utterly, completely, and desperately in love with you. I have been for years, and I know I will be for years to come."

He traces her cheek with his thumb, and his lips turn upwards in a smile. "Does that answer your question?"

Exactly when she started crying she doesn't know, but though she has never been the sentimental type god knows, hell the whole universe knows, she feels the tears as they start to flow, and she knows that as she smiles up at him, her blue eyes must glisten at him like precious stones.

She nods and sucks in a breath. "I'm asking because…well…I think I'm falling in love with you."

With those words, a softness crosses over his features, and he looks so gorgeous and blissful he could be an angel.

"I know," he says, wiping a tear from her nose.

"But it feels so good to hear you say it out loud."

She beams at him and holds him closer. They are still intimately joined, and as they gently kiss each other while they fall asleep, she knows that _this_ is true happiness, and she never wants to let him go.

Moments later she is in that hazy stage where everything seems foggy, when she feels him vibrate beneath her head and hears a soft chuckle.

"Freddie?" she says sleepily, looking up at him. "Are you okay?"

"Huh? Yeah, it's just that your hair against my chest is…" There's a twinkle in his eye.

"…Making me feel ticklish."

Fini

* * *

**Author's Note:** Like what you read? There's a **Poll **on my profile for everyone to vote on. It decides my next iCarly fanfic. And I'm letting the reviewer choose the fanfic. **The summary for each fanfic is on my profile.** Don't worry though you don't have to choose wisely on one choice you may vote twice. **(Polls close on July 31, 2009) **PEACE


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